Passive Investor means a person that:
Passive Investor means a Person who (i) is the Beneficial Owner of shares of Common Stock of the Company and either (a) has a Schedule 13G on file with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(b) or (c) under the Exchange Act with respect to such holdings (and does not subsequently convert such filing to a Schedule 13D) or (b) has a Schedule 13D on file with the Securities and Exchange Commission and either has stated in its filing that it has no plan or proposal that relates to or would result in any of the actions or events set forth in Item 4 of Schedule 13D or otherwise has no intent to seek control of the Company or has certified to the Company that it has no such plan, proposal or intent (other than by voting the shares of the Common Stock of the Company over which such Person has voting power), (ii) acquires Beneficial Ownership of shares of Common Stock of the Company pursuant to trading activities undertaken in the ordinary course of such Person’s business and not with the purpose nor the effect, either alone or in concert with any Person, of exercising the power to direct or cause the direction of the management and policies of the Company or of otherwise changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) of the Exchange Act, and (iii) in the case of clause (i)(b) only, does not amend either its Schedule 13D on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that relates to or would result in any of the actions or events set forth in Item 4 of Schedule 13D or otherwise has no intent to seek control of the Company (other than by voting the shares of Common Stock of the Company over which such Person has voting power).
Passive Investor has the meaning set forth in the definition of “Disqualified Transferee” herein.
Examples of Passive Investor in a sentence
The Division may consider the following non-exhaustive list of factors to determine whether an Indirect Beneficial Interest Owner or Qualified Limited Passive Investor is qualified: 1.
An Applicant applying to become an Indirect Beneficial Interest Owner or Qualified Limited Passive Investor shall submit information to the Division in a full, faithful, truthful, and fair manner.
An Indirect Beneficial Interest Owner or Qualified Limited Passive Investor shall notify the Division in writing of any felony criminal charge and felony conviction against such person within ten days of such person’s arrest or felony summons, and within ten days of the disposition of any arrest or summons.
Divestiture of Indirect Beneficial Interest Owner or Qualified Limited Passive Investor.
Except that a Qualified Institutional Investor and a Qualified Limited Passive Investor may vote his, her or its shares in the Medical Marijuana Business.
More Definitions of Passive Investor
Passive Investor means any Person who or which has reported or is required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule 13G under the Exchange Act (or any comparable or successor report), but only so long as (i) such Person is eligible to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report), and (ii) such Person has not reported and is not required to report such ownership on Schedule 13D under the Exchange Act (or any comparable or successor report) and such Person does not hold shares of Common Stock of the Company on behalf of any other Person who is required to report Beneficial Ownership of shares of Common Stock of the Company on such Schedule 13D; provided that if a formerly Passive Investor should report or become required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule 13D, that formerly Passive Investor will not be deemed to be or to have become an Acquiring Person if (A) at the time it reports or becomes required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule 13D, that formerly Passive Investor has Beneficial Ownership of less than 10% of the Common Stock then outstanding; or (B) (1) it divests as promptly as practicable (but in any event not later than ten calendar days after becoming required to report on Schedule 13D) Beneficial Ownership of a sufficient number of shares of Common Stock of the Company so that it would no longer be an “Acquiring Person,” as defined herein, and (2) prior to reducing its Beneficial Ownership of shares of Common Stock of the Company then outstanding to below 10%, it does not increase its Beneficial Ownership of the Common Stock then outstanding (other than by reason of share purchases by the Company) above such Person’s lowest Beneficial Ownership of the Common Stock then outstanding at any time during such ten calendar day period; provided further that if a Passive Investor is required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule 13D solely as a result of the application of Section 13(d)(6)(B) of the Exchange Act, such Passive Investor shall continue to be deemed a Passive Investor for all purposes under this Agreement.
Passive Investor means an individual or an entity that:
Passive Investor means a Person which (i) is the Beneficial Owner of shares of Common Stock and (ii) is entitled to file, and files, a statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the Exchange Act Regulations with respect to such shares of Common Stock but only so long as (A) such Person is eligible to report such Person’s Beneficial Ownership of shares of Common Stock on Schedule 13G under the Exchange Act and (B) such Person does not hold shares of Common Stock on behalf of any other Person who is not (or if such other Person Beneficially Owned at least 5% (five percent) of the shares of Common Stock then outstanding, would not be) entitled to report Beneficial Ownership of shares of Common Stock on a statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the Exchange Act Regulations. For the avoidance of doubt, a Person ceases to be a Passive Investor at the time such Person is no longer entitled to file a statement on Schedule 13G with respect to the shares of Common Stock Beneficially Owned by such Person regardless of the deadline for the filing of a statement on Schedule 13D with respect to such shares.
Passive Investor means a person who:
Passive Investor means a person that is a true party of interest of a licensee with an aggregate ownership interest of no more than 5% percent of the outstanding shares of an applicant or licensee whose shares are publicly traded, or 20% of the outstanding shares or interest of any other entity, whether such shares or interest are current voting shares, future voting shares, current equity shares or future equity share of the applicant or licensee, and does not otherwise have any control or influence over the applicant or licensee. The total shares outstanding of future equity or future voting share classes shall be calculated as the entity’s fully diluted share count (inclusive of all restricted stock units, options, warrants, or any other units ofownership that can be converted into a share of voting stock or equity), less contingent or future shares owned by persons whose financial or controlling interest in an entity is active.
Passive Investor means a person or entity that:
Passive Investor means a person that is a true party of interest of a licensee: